Terms of service

Powered by People, Corp.

Terms of Service

Effective Date: May 1, 2026

For any Legacy Brands, new payment terms outlined in Section 10.3 are given a 30 day notice, orders received on or after June 1st, 2026 will be subject to the new payment terms.

Terms of Service

Powered by People, Corp. (“PBP,” “we,” “us,” or “our”) provides its Services (as defined below) to you, subject to this Terms of Service agreement (the “Agreement” or “Terms”). By accepting this Agreement or by accessing or using the Services or Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent that you have the authority to bind that entity and its affiliates, in which case “you,” “your,” “Brand,” or “User” refers to that entity and its affiliates. If you do not have that authority, or if you do not agree with this Agreement, please do not accept it or use the Services.

1. Definitions

The following definitions apply throughout this Agreement:

• “Account” means the user account you register with PBP to access the Platform and Services.
• “Aggregated Anonymous Data” means data that has been aggregated and de-identified such that it does not identify Brand, any individual, or any specific Product.
• “AI Outputs” means content, results, recommendations, or data generated by AI Systems in connection with the Services.
• “AI Systems” means artificial intelligence and machine-learning systems, models, and tools operated by or on behalf of PBP in connection with the Services.
• “Applications” means the PBP Shopify Application and any other software applications PBP makes available.
• “Authorized Users” means the employees or contractors you expressly authorize to access the Services on your behalf.
• “Brand” means the maker, supplier, or seller entity that registers an Account with PBP to list and sell Products through the Platform.
• “Brand Content” means any photos, images, videos, graphics, written content, audio, marketing materials, code, information, or data you upload or transmit to PBP in connection with the Services, including Product Content.
• “Brand Data” means Brand Content together with Brand’s product, catalog, inventory, pricing, and performance data provided to or generated through the Platform.
• “Brand Marks” means Brand’s name, trademarks, image, likeness, logos, and branding.
• “Collective Content” means content, listings, aggregated catalogs, imagery, analytics, and other materials made available through the Platform, whether originating from PBP, Brands, Retail Partners, or third parties, excluding your own Brand Content.
• “Commission” means the fee PBP charges on the confirmed Purchase Price of each completed transaction facilitated through the Platform.
• “Confidential Information” has the meaning set forth in Section 13 (Confidentiality).
• “Customer” means an end consumer who purchases a Product from a Retail Partner.
• “Fees” means the Subscription Fee, Commission, Return Processing Fee, and any other fees described in Section 7.
• “Performance Metrics” means the metrics set forth in Section 6 by which Brand’s operational performance on the Platform is measured.
• “Platform” means the PBP technology platform, including the Websites, Applications, dashboards, APIs, and integrations through which PBP delivers the Services. References to the “PBP platform” mean the Platform.
• “Products” means the goods made available by Brand for sale through the Platform.
• “Purchase Price” means the wholesale price Brand sets for a Product, subject to the pricing policies in Section 10.
• “Retail Partners” means the retailers, marketplaces, AI-mediated commerce surfaces, and other distribution channels with which PBP has established dropship, marketplace, or wholesale relationships, and through which Brand’s Products may be offered for sale.
• “Services” means the access to and use of the Platform, Websites, Applications, catalog and compliance tooling, analytics, promotional tools, AI-enabled features, and any other services PBP makes available, collectively.
• “Subscription Fee” means the recurring monthly fee for access to the Platform under Brand’s selected plan tier.
• “Websites” means poweredbypeople.com and any other websites operated by PBP.

2. Overview

PBP is headquartered in the Province of Ontario, Canada and operates a retail technology platform that connects Brands with multiple retail distribution channels for the marketing and sale of Products. We also provide catalog compliance and management, real-time data analytics, AI-enabled tooling, and marketing services. Learn more at www.poweredbypeople.com.

Your use of the Services is also governed by our Privacy Policy, available at poweredbypeople.com/policies/privacy-policy.

We may update these Terms from time to time. If we do, we’ll post the updated Agreement on the Websites or Applications, or let you know through other communications. Please review any updates; continuing to use the Services after an update means you accept the changes. If you don’t agree with an update, you can stop using the Services immediately. As the Platform evolves, we may modify or retire features in whole or in part at any time without notice, at our sole discretion.

3. Eligibility

By using the Services or accepting this Agreement, you confirm that:

• You have read, understand, and agree to this Agreement, including future updates;

• You are at least 18 years old; and

• You have the authority to enter into this Agreement on your own behalf or on behalf of the entity you represent.

If you do not agree or have been banned from using our Services, you may not access them.

4. Account Registration and Access

4.1 Account

To access the Services, you’ll need to register for an Account by either providing the details requested on the sign-up page or using an existing Shopify account. Please keep your Account information accurate, current, and complete; and keep it updated at all times.

4.2 Access License

Subject to this Agreement, PBP grants you a non-exclusive, non-sublicensable, non-transferable, limited, revocable license to access the Platform dashboards and Services. Your access is conditioned on your continued compliance with these Terms of Service.

4.3 Account Security

You agree to keep your log-in credentials confidential and not to share your Account with anyone without our prior written approval. Please notify us promptly of any unauthorized use of your Account or breach of its security. We encourage you to use strong passwords and standard security practices; we’re not able to accept responsibility for loss that results if you do not act in accordance with these Terms of Service.

4.4 Authorized Users

You may permit Authorized Users - limited to your employees or contractors - to use the Services on your behalf, provided that each Authorized User: (a) is identified to PBP with an accurate role; (b) uses accurate, current contact information; (c) complies with these Terms; and (d) maintains reasonable credential security. You remain responsible for your Authorized Users’ actions in connection with the Services. Each Account may only be used by the specific Authorized User it’s created for.

5. User Obligations and Acceptable Use

By using the Services, you agree to the following. 

5.1 Lawful and Honest Use

• Comply with all applicable laws, including those of your jurisdiction and the jurisdictions of your customers.

• Use the Services only for lawful purposes and not for deceptive, fraudulent, or misleading activity.

• Provide complete and accurate information to PBP and keep it up to date.

• Not impersonate or misrepresent your affiliation with any person or entity.

5.2 Content Standards

You agree not to post, upload, or transmit any Content that:

• Infringes or misappropriates a third party’s patent, copyright, trademark, trade secret, moral rights, intellectual property, publicity, or privacy rights;

• Violates any applicable law or regulation, or would give rise to civil liability;

• Is fraudulent, false, misleading, deceptive, defamatory, obscene, pornographic, vulgar, or offensive;

• Promotes discrimination, bigotry, racism, hatred, harassment, violence, or harm against any individual or group; or

• Promotes illegal or harmful activities or substances.

5.3 Platform Integrity

To keep the Platform safe and functioning for everyone, you agree not to:

• Access, tamper with, or use non-public areas of the Platform or PBP’s (or our providers’) systems;

• Probe, scan, or test the vulnerability of any PBP system, or breach any security or authentication measures;

• Bypass or circumvent any technological protection measures implemented by PBP, our providers, or others;

• Use any automated means (spiders, robots, crawlers, scrapers, or similar) to access, search, or download content from the Services, except through tools PBP provides for that purpose;

• Send unsolicited advertising, spam, chain letters, or similar solicitations through or with help from the Services;

• Use PBP’s name, trademarks, or logos, or frame, embed, or mirror the Site or Application, without our written consent (you may link to our homepage, provided the link does not imply endorsement or association);

• Collect personally identifiable information from other users without their express permission;

• Decipher, decompile, disassemble, or reverse engineer the software or algorithms behind the Services;

• Interfere with any user’s, host’s, or network’s access, including by introducing malware, overloading, or flooding the Services; or

• Encourage or enable any third party to do any of the above.

If you discover a bug, vulnerability, or unauthorized access method, please let us know at support@poweredbypeople.com so we can address it.

5.4 Exclusivity and Non-Solicitation

PBP invests significant resources in verifying Brands, maintaining compliance, and building relationships with Retail Partners. To protect these investments, you agree that any partnerships or business relationships discovered through the Platform will be conducted through the Platform. Specifically:

• Where you and a Retail Partner have no pre-existing relationship outside of PBP and both parties are using the Services, you agree not to take the relationship to another platform or engage in competitive actions outside this Agreement;

• You agree not to directly or indirectly solicit, or attempt to solicit, business with Retail Partners outside of the Platform, except as expressly authorized in writing by PBP; and

• This restriction applies during your active engagement with PBP and for a period of one (1) year following termination of that engagement for any reason. Pre-existing relationships are excluded, provided you can demonstrate the pre-existing nature of such relationships through written records (such as prior invoices, contracts, or correspondence) predating your acceptance of these Terms. These must be disclosed to PBP in writing before your use of the Services.

6. Platform Relationship and Performance Standards

6.1 Role of PBP

Through the Platform, PBP connects Brands with Retail Partners for the marketing and sale of Products. PBP acts as an intermediary to facilitate - not direct or control - partnerships, communications, and transactions between Brands, Retail Partners, and Customers. Any purchase by a Retail Partner or Customer is a direct relationship between that party and the Brand, subject to the terms agreed between them. From time to time, PBP may act as the Vendor of Record or seller of record, in which case liability is governed by the applicable sale terms. This means that while you remain the supplier of the goods for sale, PBP is legally recognised as the party making the sale to the buyer. In practice, Retail Partners pay PBP directly, and PBP remits the agreed amount to you in accordance with Section 10.2 below. You will not have a direct payment relationship with the buyer, and any disputes or chargebacks raised by the buyer will be handled through PBP as the transacting party.

6.2 Brand Commitments

As a Brand on the Platform, you agree to:

• Maintain inventory levels sufficient to fulfill current and reasonably anticipated orders (a minimum of 5 units in stock for each product variant at launch, unless otherwise specified), and work with your vendors in advance to avoid material fulfillment delays;

• Warrant that your Products are fit for sale and free from defects in design, material, and workmanship;

• Address any defective or damaged goods by first offering a replacement at Brand’s expense before issuing a refund;

• Provide shipping, returns, and customer service consistent with industry standards and applicable law, and respond promptly to Customer concerns;

• Maintain compliance with the PBP Code of Conduct and complete the PBP Verified ESG Readiness Assessment;

• Keep product catalogs current, offer PBP your best wholesale pricing, and maintain a consistent Minimum Advertised Price (MAP) across retail channels;

• Provide product images and information consistent with the PBP Photography Guidelines and Packing & Labeling Guidelines;

• Provide samples, upon request, for catalog enrollment, retail distribution, and reference at your expense;

• Grant PBP a royalty-free, non-exclusive license to use product information and images for sales and marketing of your Products;

• Appoint PBP as Vendor of Record and provide Letter of Authorization (LOA) documentation as requested by Retail Partners;

• Ship all orders within 48 business hours of order placement;

• Adhering to PBP’s Restricted Materials and Restricted Substances Guidelines and provide standard sourcing and testing documentation as requested (for example, food safety for tableware, UL certification for lighting); and

• For orders or inventory valued over $10,000, maintain product liability insurance of at least $1,000,000 per occurrence with a reputable insurer, naming Powered by People, Corp. as an additional insured, and provide a certificate of insurance on request.

6.3 Performance Metrics

Brand agrees to operate on the Platform in accordance with the performance standards below. PBP measures each metric on a rolling 90-day basis and makes current results visible to Brand through the Platform dashboard.

 

6.4 How the Metrics Are Measured

• On-Time Shipping (48 hr): Orders for which a valid carrier tracking number was uploaded within 48 business hours of receipt, divided by total orders received during the measurement period, as a percentage. Orders cancelled prior to the 48 hour threshold are excluded from the calculation.

• Cancelled Orders: Orders cancelled by Brand (for reasons other than fraud prevention initiated by PBP or a Retail Partner) during the measurement period, divided by total orders received, as a percentage.

• Inventory In-Stock Rate: The average percentage of Brand’s active SKUs showing positive available inventory within a US based warehouse, measured as a daily average across the period.

• Product Defect Return Rate: Units returned by end consumers during the measurement period for reasons such as (a) Defective product, (b) Quality not as expected, (c) any other reasons that are deemed to suggest defects in the products fulfilled and/or inferior quality of product, divided by units shipped in the same period, as a percentage. Any returns for reasons other than those indicated above would be excluded from such measurement.

6.6 Remediation Process

We believe in working with Brands to address performance issues before taking any account action.

• Below Premium, above Review Threshold: Where a metric falls outside the Premium range or reaches the Review Threshold, Brands will be notified by PBP (through the Platform or via email) as this could lead to removal from Premium Status in accordance with Section 6.5..

• At or below Review Threshold: Where a metric falls reaches or the Review Threshold, Brands will be notified by PBP (through the Platform or via email). If the metric(s) does not come back into good standing within 30 days, PBP may pause new order routing or delist the Brand from all Marketplaces (excluding Shopify Collective) until the metric returns within standard. Repeated or prolonged occurrences beyond an additional 30 days may be treated as grounds for termination for cause under Section 11.

6.7 Disputes and Data Corrections

Brand may dispute any Performance Metric result by submitting a written request to PBP within 15 days of the result being posted. PBP will review in good faith and correct any demonstrated measurement error. While a good-faith dispute is under review, PBP will not initiate a Review Threshold action based solely on the disputed metric, provided Brand continues to ship orders and maintain inventory feeds during the review.

6.8 Product Performance

PBP will evaluate the performance of all products (SKUs) on a continuous basis, across several measurable metrics including, but not limited to:

• Sales performance (brand revenue growth, volume of units sold and orders received);

• Cost of shipping borne by PBP relative to the price of the product;

• Return rate (Units returned by end consumers during the measurement period, divided by units shipped in the same period, as a percentage);

• Inventory in-stock rate (availability of product, excluding seasonal items during off-season)

PBP and its Retail Partners may choose whether to list or delist certain SKUs from certain channels or not. Such decisions are at the discretion of PBP and its Retail Partners.

7. Fees and Pricing

7.1 Subscription Fee

The Subscription Fee begins at US$99.00 per month and grants Brand access to all Standard platform features in the selected plan tier for that billing period. The Subscription Fee is independent of transaction volume. Subscription Fees are non-refundable except during an applicable trial period. PBP may update subscription pricing with reasonable prior notice to active subscribers. For further details, please refer to our website for pricing & offers.

7.2 Commission

PBP charges a Commission on the confirmed Purchase Price of each completed transaction facilitated through the Platform. Where promotional pricing applies, the Commission is calculated on the reduced Purchase Price. Where a confirmed return or cancellation occurs on a previously settled transaction, PBP applies a corresponding credit to the next billing cycle. For details, refer to our pricing page"

Based on the fees agreed at the time of the Subscription Agreement, Dropship Agreement or per terms negotiated on a Wholesale purchase order.

7.3 Return Processing Fee

PBP charges a return processing fee of US$5.00 per unit returned, reflecting the administrative and logistical costs of coordinating the return. This fee is applied in accordance with Section 8 (Returns and Cancellations) and reflected on the applicable reconciliation statement.

7.4 Pricing Policies

• Purchase Price. Brand sets the wholesale Purchase Price for each Product. We ask that the Purchase Price reflect at least a 2x markup to suggested retail price.

• MAP compliance. Brand agrees to maintain consistent Minimum Advertised Pricing (MAP) across all retail markets where PBP has a presence, unless a specific exception is requested and approved in writing.

• Price harmonization. Pricing must be harmonized across all customer-facing channels. Non-extended discounts are not permitted outside of the promotional framework in Section 9. An exception request process is available through your PBP account contact.

7.5 Price Change Windows

For dropship channels, price changes occur twice per year to align with retail compliance cycles. Marketplace channels’ pricing may be updated at any time outside of promotional events, subject to approval by PBP (whether in writing or updated through PBP’s Platform). Any costing or product updates submitted during a change window will take effect on the next effective date. Price changes within 14 days of, or during, a promotional event will take effect at the end of the event period. Brand will honor confirmed orders at the agreed price until an update becomes effective.

 

7.6 Last Mile Shipping (within USA only)

The Brand shall be solely responsible for ensuring on-time shipment of products against confirmed orders. The cost of last mile shipping from the Brand’s fulfillment centre or warehouse to the end customer and/or Retail Partner (in the case of a wholesale purchase) shall be borne by PBP and/or the Retail Partner from which the relevant order originated. PBP shall communicate the details of its designated carrier(s) to the Brand via the Platform or through such other means of communication as PBP may determine from time to time.

Notwithstanding the foregoing, where PBP has designated a specific carrier for the fulfillment of an order, any deviation by the Brand from such designation, whether intentional or otherwise, shall render the Brand ineligible for reimbursement in respect of that order.

Notwithstanding any prior designation of a carrier by PBP, in the event that the Brand is unable to fulfill an order using any of the carriers designated by PBP, the Brand shall promptly notify PBP in writing and may, at its own cost and expense, engage an alternative carrier to ensure timely fulfillment of such order. In such circumstances, PBP shall reimburse the Brand for the actual shipping costs so incurred, provided that the Brand submits supporting documentation evidencing such costs to PBP’s Platform. Any reimbursement shall be subject to a maximum aggregate cap of US$10.00 per order, calculated as an average across all orders in the relevant reimbursement period and not on a per-order basis. By way of illustration:

All reimbursements payable under this Clause 7.6 shall be settled in full on a monthly basis, together with the Net Payouts due to the Brand in accordance with Clause 10.2. The Brand’s use of an alternative carrier pursuant to this Clause 7.6 shall not preclude the Brand from reverting to PBP’s designated carrier(s) for subsequent orders where such carrier(s) are available.

7.7 Changes to Fees

PBP may establish further guidelines for the calculation of Fees (for example, inclusion or exclusion of shipping, taxes, or other amounts) through the Platform or other communications. Brand is responsible for staying current with these Terms.

7.8 Grandfathered Pricing 

Brands that registered on or before February 5, 2026 ("Legacy Brands") may be subject to Subscription Fees and Commission rates different from those set out in Sections 7.1 and 7.2. The pricing terms agreed upon at the time of registration will continue to apply until PBP issues a written notice to transition Legacy Brands to the pricing set out in Sections 7.1 and 7.2, at which point the new pricing will apply from the date specified in such notice.

8. Returns and Cancellations

PBP applies a structured returns framework to provide clarity and consistency across channels. This Section applies only to categories in which returns are permitted. We encourage Brands to familiarize themselves with each scenario and reach out to our team at salessupoort@poweredbypeople.com  with any questions.

8.1 The Four Return Scenarios

• Scenario A, Non-resellable (damaged or defective): The item is not returned to Brand, and no return processing fee is charged. Documentation of the item’s condition is retained and available on request.

• Scenario B, Resellable: The item is returned to Brand in accordance with the applicable Retail Partner’s return policy. The return processing fee applies (aligned to standard Retail Partner terms).

• Scenario C, Damaged in transit to Brand: Where a returned item arrives at Brand damaged in transit, PBP reimburses Brand for the assessed value of the item. Please document and report such damage within five business days of receipt, with photos where possible.

• Scenario D, Return not received within 30 days: Where a return is initiated but the item is not received by Brand within 30 calendar days, PBP will issue a credit to the Brand’s account.

8.2 Cancelled Orders

• Before shipment: No return processing fee applies, and the affected inventory is restored to Brand’s active inventory allocation within two business days of the cancellation confirmation.

• After shipment: The cancellation is handled under the returns framework above, based on the condition and status of the returned item. Return processing fees apply.

8.3 Returned Inventory Logistics

Returned products are collected at PBP’s warehouse and shipped to Brand at PBP’s cost, subject to the scenario above.

8.4 High-value items

For items designated as high-value, return shipments require signature on delivery. The cost of signature confirmation is borne by Brand, and PBP will notify Brand in advance when this applies.

9. Promotional Participation

• Brand is automatically enrolled in PBP’s Promotional Program upon accessing the Platform. PBP publishes a Promotional Calendar of scheduled events, contact your account manager for more information.

• Brand may request SKU- or category-level exclusions in writing to its PBP account manager no fewer than 10 business days before a scheduled event, subject to PBP’s approval.

• Retail Partners or PBP may offer promotional discounts at their discretion; the potential rate of discount may be as high as 33% on the sale price, however, the impact on Brand’s Purchase Price is capped at a maximum of 20%.

• Brand shall not change the Purchase Price in advance of a promotional event to offset discount contributions, except by written request to the PBP account manager at least 10 business days before the event, subject to PBP’s approval.

• The economic cost of any promotional discount is applied proportionally across the rep and PBP Commission and Brand Payout based on each party’s relative share of the Purchase Price.

• PBP will endeavor to provide at least 7 calendar days’ advance notice of scheduled events. However, Brands are requested to regularly monitor the Promotional Calendar as PBP may be notified of Retail Partner events on a short notice.

• Brand is responsible for maintaining sufficient inventory and fulfillment capacity during promotional periods.

• Paid promotional tools are coming soon; details will be made available through the Platform.

10. Payments and Billing

10.1 Subscription Charges

Subscription Fees are processed through Chargebee (or another third-party processor we may notify you of) in U.S. dollars by credit card. Brand authorizes PBP and its processor to charge the Payment Method on file for all Fees due under this Agreement, and agrees to maintain a current, valid, and sufficiently funded Payment Method.

Subscription Fees are charged on the first day of each calendar month, except the first month of subscription by a Brand, in which case, the Subscription Fees is prorated. For example, if Brand subscribes on the 10th of a month, the first month’s fee is prorated for the remaining days in the given month, and the full monthly cycle begins on the first day of the following month.

10.2 Net Payout to Brand

Net Payouts to Brands are processed through Tipalti (or another third-party processor we may notify you of). Brand is due the Purchase Price for each unit sold through the Platform in a given month, adjusted for PBP Commission, return processing fees, promotional discounts, and any applicable credits. The following worked examples illustrate the calculation.

Example A: 10 units of Product X sold at $100 Purchase Price.

 

Example B: Same 10 units of Product X sold, plus 2 returned units of Product Y ($50 Purchase Price each, eligible returns).

*Assumes returned units were previously sold at promotional price.

10.3 Payment Reconciliation Timeline

• Monthly cycle: Payouts within 15 calendar days of month close for up to 90% of the prior month’s eligible orders, with the remaining 10% paid within 45 calendar days of month close. Example where a Brand had a Net Payout Value of $6,000 in Month 1, $8,000 in Month 2 and $10,000 in Month 3:

• Payout on 15th day of Month 2: ($6,000 x 90%) = $5,400

• Payout on 15th day of Month 3: ($6,000 x 10%) + ($8,000 x 90%) = $600 + $7,200 = $7,800

• Payout on 15th day of Month 4: ($8,000 x 10%) + ($10,000 x 90%) = $800 + $9,000 = $9,800

• Bank holidays: Where a processing date falls on a bank holiday, payment is processed on the next business day.

• Credit notes: Any outstanding credit notes are applied as liens against future payouts and are itemized in writing with each reconciliation statement.

• Good-faith disputes: Brand may dispute a charge in writing within 30 days of the charge date; interest does not accrue on amounts subject to a good-faith, timely raised dispute while that dispute is under review.

10.4 Negative Balance

Where payouts from sales are not sufficient to cover returns and Fees owed to PBP, Brand will remit the difference to PBP.

10.5 Failed Payments

A “Failed Payment” occurs whenever PBP is unable to successfully process a scheduled charge (for example, a card decline, expiration, insufficient funds, or a fraud-prevention hold). If a Failed Payment occurs, we’ll notify Brand by email and, where available, through the Platform, and may retry the charge over a period of up to seven days. If the Failed Payment isn’t resolved within 14 days after notice - whether through a successful retry, an updated Payment Method, or an alternative payment accepted in writing by PBP - PBP may pause access to the Platform, pause order routing, delist SKUs, or withhold payouts and apply them to the outstanding balance. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Brand will reimburse reasonable collection costs. If the balance remains unpaid 30 days after a pause, the Agreement may be terminated for cause on written notice, at which point all outstanding Fees become immediately due. A pause or termination under this Section does not relieve Brand of its payment obligations.

10.6 Third-Party Payment Processors

PBP uses third-party payment processors to facilitate payments from and to Brands. These third-party payment processors may or may not have their own policies, terms and conditions that Brands must abide by. Brands are accordingly advised to review such policies, terms and conditions independently. PBP is not liable for any losses or claims made as a result of breach by Brands of such third-party terms and conditions. 

11. Termination

We’ve consolidated termination into a single section so everything lives in one place.

11.1 Termination by Brand

Brand may terminate this Agreement at any time on 90 days’ prior written notice by sending a cancellation request to info@poweredbypeople.com. The 90-day notice period gives both parties time to market and sell through existing orders and complete reconciliation.

11.2 Termination by PBP

PBP may terminate this Agreement or suspend access to the Services:

• For cause, if Brand materially breaches this Agreement and, where the breach is curable, does not cure within 30 days of written notice. Examples include repeated failure to meet Performance Metrics after the three-strike process, unresolved Failed Payments under Section 10.5, or violation of the user obligations in Section 5;

• For convenience, on 90 days’ prior written notice to Brand; or

• Immediately, in the limited circumstances of fraud, unlawful use of the Services, a serious security incident, or infringement of a third party’s intellectual property rights (including repeat infringement under the Digital Millennium Copyright Act (DMCA)).

Where possible, we aim to give notice and work toward resolution before any termination.

11.3 Pending Transactions and Sell-Through

If there are pending transactions at the time of termination notice, Brand may not cancel the Account until all pending transactions, returns, credit notes, and outstanding Fees have been resolved. All Fees owed to PBP up to the end of the then-current billing cycle remain payable.

11.4 Post-Termination Reconciliation

Upon termination, final payouts are processed within 90 days of the close of the last active month, subject to outstanding credit notes, pending returns, and applicable Fees.

11.5 Effect of Termination

Upon termination: (a) Brand will stop using the Services and any information made available before termination; (b) all licenses granted to Brand under this Agreement will end; (c) certain data may be deleted, and Brand will have no right or claim in that respect; and (d) PBP and Retail Partners retain the right to use product content already in the channel in accordance with the licenses granted during the term. Provisions that by their nature should survive termination (including Confidentiality, Proprietary Rights, Indemnification, Limitation of Liability, and Exclusivity / Non-Solicitation) will survive.

12. Proprietary Rights and Brand Content

12.1 PBP Intellectual Property

PBP and its licensors own all right, title, and interest in and to the Platform, Applications, Services, and any related intellectual property. This Agreement does not convey any ownership rights in the foregoing. PBP’s name, logo, and product names are our trademarks or those of third parties; no license to use them is granted, and you agree not to remove, alter, or obscure any proprietary notices.

12.2 Brand Content Ownership and License

As between PBP and Brand, Brand retains ownership of Brand Content, subject to the non-exclusive licenses granted in this Agreement. Brand is solely responsible for Brand Content and represents and warrants that it has all rights needed to grant the licenses described here, and that Brand Content does not infringe or misappropriate any third party’s intellectual property, publicity, or privacy rights, or violate applicable law.

12.3 Product Content License

Brand grants PBP and its authorized Retail Partners a non-exclusive, irrevocable, royalty-free license to use, reproduce, modify, adapt, display, and distribute Product Content (including product images, photography, graphics, and associated content), in whole or in part, across all channels and formats, for product listing, sale facilitation, and marketing, without restriction as to time or territory, in perpetuity.

12.4 Removal of Brand Content

Brand may remove Brand Content by deleting it through the Platform. In some cases, copies of Brand Content may continue to exist on the Services or with Retail Partners (for example, in historical listings or order records). To the maximum extent permitted by law, PBP is not responsible for the removal or retention of Brand Content after it is submitted.

12.5 Copyright and DMCA

PBP respects intellectual property rights and expects users to do the same. Where appropriate, PBP may terminate the accounts of users who are deemed to be repeat infringers, consistent with the DMCA and other applicable law. To submit a notice, please email support@poweredbypeople.com or write to Powered by People, Corp., 106 Birch Ave, Toronto, Ontario, M4V 1C8, Canada.

13. Confidentiality

In your use of the Services, you may gain access to information that is designated as confidential or that reasonably should be considered confidential given its nature or the circumstances of disclosure (“Confidential Information”). Confidential Information includes customer and Brand lists or directories, messages transmitted through the Services, and the non-public aspects of the Platform. Confidential Information does not include information that: (i) is in the public domain at the time of disclosure through no breach of this Agreement; (ii) you lawfully possessed before gaining access to it through the Services, as shown by written evidence; or (iii) you rightfully received from a third party without confidentiality restrictions.

You agree to use Confidential Information only as necessary for your authorized use of the Services and to keep it confidential. If you are required to disclose Confidential Information by a court or government agency, please give us advance notice where legally permitted so we have a reasonable opportunity to protect its confidentiality.

14. AI Enablement, Data Use, and Data Protection

14.1 Permitted AI Uses

Brand grants PBP a non-exclusive, worldwide, royalty-free license to access, use, reproduce, process, transmit, store, and display Brand Data, and to input Brand Data into AI Systems, solely for the following purposes (each a “Permitted AI Use”):

• Operating, maintaining, and improving the Services; including catalog ingestion, product data mapping and normalization, taxonomy classification, attribute extraction, image and description enrichment, translation, duplicate detection, and search and recommendation functionality;

• Making Brand’s Products discoverable, selectable, and purchasable on connected Retail Partners, marketplaces, and third-party AI-mediated and agentic commerce surfaces (including, where Brand has enabled them, LLM-driven shopping assistants and AI agents);

• Detecting and preventing fraud, abuse, policy violations, and security incidents on the Platform; and

• Generating Aggregated Anonymous Data as described below.

14.2 Prohibited Uses and Third-Party Model Training

Except as expressly permitted above, PBP will not, and will not knowingly permit any third party to:

• Use Brand Data to train, fine-tune, or otherwise develop AI models owned or controlled by any third party, other than task-scoped use of third-party AI APIs strictly as needed to deliver the Services, and in each case subject to contractual commitments from the provider prohibiting use of Brand Data to train its foundation models;

• Disclose, distribute, or display raw Brand Data, or AI Outputs identifiable to Brand, to any other brand, seller, competitor, or unaffiliated third party, except to connected Retail Partners or AI commerce surfaces to which Brand has consented (directly or through the Platform) and except as required by law; or

• Use Brand Data to develop a product or service that competes with the Brand.

14.3 Internal AI Model Development and Opt-Out

PBP may use Brand Data to train, fine-tune, evaluate, and improve AI Systems that PBP owns or controls and that power the Services, provided that: (a) PBP will not configure such training in a way that would cause another brand, Retail Partner, or user of the Services to access Brand Data identifiable to Brand through those AI Systems, except as expressly contemplated in Section 14.1 (for example, surfacing Brand’s Products to a connected Retail Partner or AI agent); and (b) Brand may opt out of such internal training by providing written notice to PBP, after which PBP will exclude Brand Data from training datasets for newly trained models on a forward-going basis.

14.4 Aggregated Anonymous Data

Brand acknowledges that PBP may generate Aggregated Anonymous Data from Brand Data and from PBP’s operation of the Services, and may use, retain, publish, and share such data for any lawful business purpose including benchmarking, analytics, research, product development, and marketing during and after the term of this Agreement.

14.5 AI Outputs, Accuracy, and Human Review

Brand acknowledges that AI Systems are probabilistic and that AI Outputs may contain errors, omissions, or hallucinations. PBP does not warrant the accuracy, completeness, or suitability of any AI Output for a particular purpose. Brand is responsible for reviewing AI Outputs that affect its published product data, pricing, or representations to end consumers, and for correcting any inaccuracies through the tools PBP provides.

14.6 Data Security and Compliance

PBP maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Brand Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with recognized industry standards (such as SOC 2, ISO 27001, or equivalent). PBP processes Brand Data in compliance with applicable data protection laws, including the GDPR and CCPA/CPRA, to the extent applicable. Where Brand Data contains personal information of end consumers, the parties will execute PBP’s standard Data Processing Addendum (“DPA”), which is incorporated by reference.

14.7 Customer Data and Contact Restrictions

For the purpose of order fulfillment, PBP may share with Brand the minimum Customer data necessary (such as name, shipping address, and order details). Retail Partners may enable anonymized email addresses to further protect Customer privacy. Brand agrees not to contact Customers who purchase through a Retail Partner by email, social media, or any other means, unless expressly permitted in writing by the Retail Partner or the Customer. Any permitted communication must comply with applicable data protection and privacy laws.

Brand is responsible for applicable data protection and privacy law compliance, for respecting Customer rights (such as data deletion and access requests), and for cooperating with PBP and Retail Partners on such requests. In the event of a data breach or unlawful use of Customer data by Brand, Brand will indemnify PBP and the relevant Retail Partners from resulting losses, consistent with Section 16.

14.8 Sub-Processors and Retention

PBP may engage third-party sub-processors and AI vendors to support the Services and maintains a current list of material sub-processors available on Brand’s written request. Each sub-processor is bound by confidentiality and data protection obligations no less protective than those set forth in these Terms, and PBP remains responsible for their acts and omissions. Upon termination or expiration of this Agreement, PBP will delete or de-identify Brand Data in its production systems within 90 days, except that PBP may retain: (a) Aggregated Anonymous Data in perpetuity; (b) Brand Data to the extent necessary to comply with legal, tax, accounting, or audit obligations; (c) Brand Data reasonably required to support open orders, returns, or chargebacks; and (d) Brand Data embedded in routine backups until overwritten in the ordinary course.

14.9 Brand Representations Regarding Data

Brand represents and warrants that: (a) it owns or has all necessary rights, licenses, and consents to provide Brand Data to PBP and to authorize the Permitted AI Uses; (b) Brand Data does not infringe or misappropriate any third-party intellectual property or privacy rights; and (c) Brand Data is accurate, complete, and not misleading in any material respect. Brand is solely responsible for the content of its product listings, including any claims, certifications, or representations derived from or enriched by AI Outputs.

15. Links to Third-Party Websites

The Services may contain links to third-party websites or resources. PBP is not responsible for the availability, accuracy, content, products, or services on those sites, and linking to them does not imply endorsement. Your use of any linked site is at your own risk.

16. Indemnification

You agree to defend, indemnify, and hold harmless PBP and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, licensors, service providers, and third-party content providers, from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party arising out of your violation of these Terms, your violation of any law or third-party right, or your use of the Services, including your Brand Content.

17. Disclaimer of Warranties

THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PBP DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PBP MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. PBP DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF OTHER USERS AND MAKES NO REPRESENTATIONS AS TO THEIR CONDUCT. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER PBP NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PBP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL PBP’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

19. Notice to U.S. Government End Users

The software, Applications, Websites, and Services, including all documentation, are “Commercial Items” as defined at 48 C.F.R. § 2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” They are licensed to U.S. government end users: (i) only as Commercial Items; (ii) with the same rights as all other end users; and (iii) according to this Agreement.

20. General

20.1 Publicity

Each party may publicly announce the existence of the business relationship between the parties. During the term of your use of the Services, and except with respect to Talent (defined below), PBP has a non-exclusive, non-sublicensable (except to our service providers), worldwide, royalty-free right to use Brand Marks in connection with the Services and marketing, in perpetuity, including on social media and in online and print sales, marketing, and advertising. These usage rights do not extend to other Brands or Retail Partners unless separately authorized by you. Any use of a Talent’s name, image, or likeness by anyone other than Talent and PBP requires Talent’s approval. “Talent” means a beneficial owner of a Retail Partner who is a celebrity, publicly known, or otherwise high-profile individual.

20.2 Relationship of the Parties

No joint venture, partnership, employment, or agency relationship exists between you, PBP, or any third-party provider as a result of this Agreement or your use of the Services.

20.3 No Third-Party Beneficiaries

Nothing in this Agreement creates any third-party beneficiary rights.

20.4 Governing Law and Venue

This Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action, suit, or proceeding arising out of or related to this Agreement must be brought exclusively in the courts located in Toronto, Ontario, Canada, and the parties submit to the personal jurisdiction and venue of those courts and waive any inconvenient-forum objection.

You may not use the Services for any illegal or unauthorized purpose and will comply with all applicable laws in your jurisdiction, your Customers’ jurisdictions, and the laws of Canada and Ontario.

20.5 Export Control

You agree to comply with all applicable U.S., Canadian, and foreign export laws and regulations. You represent that: (a) you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist-supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

20.6 Electronic Communications

You consent to receive communications from PBP electronically and agree that all terms, agreements, notices, disclosures, and other communications delivered electronically satisfy any legal requirement that they be in writing. For email notices, the date of receipt is the date the notice is transmitted.

20.7 Assignment

You may not assign or transfer this Agreement without PBP’s prior written consent. Any attempted assignment without consent is void. PBP may assign or transfer this Agreement in its reasonable discretion. This Agreement binds and benefits the parties’ permitted successors and assigns.

20.8 Notices

Any notices permitted or required under this Agreement will be in writing and delivered: (a) by PBP via email to the primary Account email; (b) by posting to the Website; or (c) through the Application. For email notices, the date of receipt is the date the notice is transmitted.

20.9 Waiver, Severability, and Interpretation

A failure to enforce any provision is not a waiver of future enforcement. Any waiver must be in writing and signed by a duly authorized PBP representative. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full effect. Headings are for convenience and do not affect interpretation. “Include,” “includes,” and “including” are deemed to be followed by “without limitation.” Provisions intended by their nature to survive termination will survive.

20.10 Force Majeure

Neither party is liable for any delay or default (except for failure to timely pay) caused by conditions beyond its reasonable control, including acts of God, government action (including the denial or cancellation of any necessary license), acts of terrorism, wars, disease, or insurrections.

20.11 Entire Agreement

These Terms constitute the entire and exclusive agreement between PBP and you regarding the Services, and supersede any prior understandings, whether oral or written.

20.12 Contact Us

If you have any questions about these Terms, please contact:

Powered by People, Corp.
106 Birch Ave
Toronto, Ontario  M4V 1C8
Canada

info@poweredbypeople.com